UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



|(Mark One)                                    
|----------------------------------------------
|                                              
|x                                             
|                                              
|For the quarterly period ended August 31, 2014
|                                              
|o                                             



For the transition period from ______to______



Commission File Number:000-54163



|Music of Your Life, Inc.                              
|------------------------------------------------------
|(Exact name of registrant as specified in its Charter)



|Florida                                                                |  | 26-2091212                          
|---------------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employee Identification No.)
|                                                                       |  |                                     
|3225 McLeod Drive, Suite 100
        Las Vegas, Nevada                 |  | 89103                               
|(Address of principal executive office)                                |  | (Zip Code)                          



(702) 871-8535

(Registrant’s telephone number,
including area code)



Not Applicable

(Former Name, former address and former
fiscal year, if changed since last report)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.YesxNoo



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     YesxNoo



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act:



|Large accelerated filer                                           |  ̈ | Accelerated filer         |  ̈
|----------------------------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer (Do not check if smaller reporting company) |  ̈ | Smaller reporting company | x

Table of Contents









Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YesoNox



Indicate the number of shares outstanding
of each of the issuer’s classes of common stock as of the latest practicable date: As of October 9, 2014, there were 73,902,000
shares of $0.001 par value common stock, issued and outstanding.



































































































Table of Contents2







|PART I: FINANCIAL INFORMATION                                                                |   
|-------------------------------------------------------------------------------------------- | --
|                                                                                             |   
|Item 1: Financial Statements                                                                 | 3 
|Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operation | 8 
|Item 3: Quantitative and Qualitative Disclosures about Market Risk                           | 11
|Item 4: Controls and Procedures                                                              | 11
|                                                                                             |   
|PART II: OTHER INFORMATION                                                                   |   
|                                                                                             |   
|Item 1: Legal Proceedings                                                                    | 11
|Item 1A: Risk Factors                                                                        | 12
|Item 2: Unregistered Sales of Equity Securities and Use of Proceeds                          | 12
|Item 3: Defaults Upon Senior Securities                                                      | 12
|Item 4: Mine Safety Disclosures                                                              | 12
|Item 5: Other Information                                                                    | 12
|Item 6: Exhibits                                                                             | 12
|                                                                                             |   
|SIGNATURES                                                                                   | 12

































































































Table of Contents3







PART I - FINANCIAL INFORMATION



ITEM 1.  Financial Statements





|MUSIC OF YOUR LIFE, INC.                                                 
|-------------------------------------------------------------------------
|Consolidated Balance Sheets                                              
|                                                                         
|ASSETS                                                                   
|                                                                         
|                                                                         
|                                                                         
|CURRENT ASSETS                                                           
|                                                                         
|Cash and cash equivalents                                                
|Loans receivable - related party                                         
|                                                                         
|Total Current Assets                                                     
|                                                                         
|OTHER ASSETS                                                             
|                                                                         
|Deposits                                                                 
|Music inventory                                                          
|Trademark                                                                
|                                                                         
|Total Other Assets                                                       
|                                                                         
|TOTAL ASSETS                                                             
|                                                                         
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                    
|                                                                         
|CURRENT LIABILITIES                                                      
|                                                                         
|Bank overdraft                                                           
|Accounts payable and accrued expenses                                    
|Notes payable                                                            
|Notes payable - related parties                                          
|Derivative liability                                                     
|                                                                         
|Total Current Liabilities                                                
|                                                                         
|TOTAL LIABILITIES                                                        
|                                                                         
|STOCKHOLDERS' DEFICIT                                                    
|                                                                         
|Common stock, $0.001 par value; 500,000,000 shares                       
|authorized, 73,902,000 and 72,602,000 shares issued                      
|and outstanding, respectively                                            
|Additional paid-in-capital                                               
|Accumulated deficit                                                      
|                                                                         
|Total Stockholders' Deficit                                              
|                                                                         
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              
|                                                                         
|The accompanying notes are an integral part of these financial statements



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|MUSIC OF YOUR LIFE, INC.                                                 
|-------------------------------------------------------------------------
|Consolidated Statement of Operations                                     
|(Unaudited)                                                              
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|NET REVENUES                                                             
|                                                                         
|OPERATING EXPENSES                                                       
|                                                                         
|Salaries and Consulting fees                                             
|Professional fees                                                        
|Selling, general and administrative                                      
|                                                                         
|Total Operating Expenses                                                 
|                                                                         
|LOSS FROM OPERATIONS                                                     
|                                                                         
|OTHER INCOME (EXPENSES)                                                  
|                                                                         
|Loss on change in fair value of derivative liability                     
|Interest expense (including amortization of debt discount                
|of $13,833 and $-0-, respectively)                                       
|                                                                         
|Total Other Income (Expenses)                                            
|                                                                         
|LOSS BEFORE INCOME TAXES                                                 
|                                                                         
|INCOME TAX EXPENSE                                                       
|                                                                         
|NET LOSS                                                                 
|                                                                         
|BASIC AND DILUTED:                                                       
|Net loss per common share                                                
|                                                                         
|Weighted average shares outstanding                                      
|                                                                         
|The accompanying notes are an integral part of these financial statements





























Table of Contents5









|MUSIC OF YOUR LIFE, INC.                                                 
|-------------------------------------------------------------------------
|Consolidated Statement of Cash Flows                                     
|(Unaudited)                                                              
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                    
|                                                                         
|Net loss                                                                 
|Adjustments to reconcile net loss to net                                 
|cash used by operating activities:                                       
|Change in fair value of derivative liability                             
|Amortization of debt discounts                                           
|Non-cash interest expenses                                               
|Changes in operating assets and liabilities:                             
|Prepaid assets                                                           
|Inventory                                                                
|Other assets                                                             
|Accounts payable                                                         
|                                                                         
|Net Cash Used by Operating Activities                                    
|                                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                    
|                                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                    
|                                                                         
|Bank overdraft                                                           
|Procees from sale of common stock                                        
|Proceeds from notes payable                                              
|Proceeds from notes payable - related parties                            
|                                                                         
|Net Cash Provided by Financing Activities                                
|                                                                         
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                
|                                                                         
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                           
|                                                                         
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                 
|                                                                         
|SUPPLEMENTAL CASH FLOW INFORMATION                                       
|                                                                         
|Cash Payments For:                                                       
|Interest                                                                 
|Income taxes                                                             
|                                                                         
|Non-cash financing activity:                                             
|Initial derivative liability on convertible note payable                 
|Beneficial conversion feature credited to additional paid in capital     
|                                                                         
|The accompanying notes are an integral part of these financial statements

















Table of Contents6







MUSIC OF YOUR LIFE, INC.

Notes to the Financial Statements

August 31, 2014

(Unaudited)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES AND ORGANIZATION



Basis of Presentation



The accompanying unaudited financial
statements are presented in accordance with generally accepted accounting principles for interim financial information and the
instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have
been included. Operating results for the three months ended August 31, 2014 are not necessarily indicative of results that may
be expected for the year ending May 31, 2015.



Organization



Music of Your Life, Inc. (hereafter,
“we”, ”our”, ”us”, “MYL”, or the ”Company”) was incorporated on January
30, 2008, in the State of Florida, as Zhong Sen International Tea Company, with the principal business objective of providing sales
and marketing consulting services to small to medium sized Chinese tea producing companies who wish to export and distribute high
quality Chinese tea products worldwide. The Company commenced business activities in August, 2008, when it entered into a related
party Sales and Marketing Agreement with Yunnan Zhongsen Group, Ltd. However, due to lack of capital, the Company was unable to
implement its business plan fully. On May 31, 2013, the Company entered into a merger agreement (the “Merger”) with
Music of Your Life, Inc., a Nevada corporation (“MYL Nevada”). As a result of the Merger, MYL Nevada is a wholly-owned
subsidiary of the Company, and the Company is now operating a multi-media entertainment company, producing live concerts, television
shows and radio programming. The Company changed its name to Music of Your Life, Inc. effective July 26, 2013.



NOTE 2 – NOTES PAYABLE



On June 27, 2014, the Company issued
a $37,500 Convertible Promissory Note which bears interest at a rate of 8% and is convertible into the Company’s common stock
at the holder’s option, at the conversion rate of 58% of the lowest three trading prices for the common stock during the
ten trading days immediately preceding the date of conversion. The Company identified embedded derivatives related to the Convertible
Promissory Note. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial
instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory
Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note,
the Company determined a fair value of $53,057 of the embedded derivative.

On August 15, 2014, the Company
issued a $50,000 Promissory Note with a stated interest amount of $15,000 due at maturity on October 14, 2014. The Company also
agreed to issue 350,000 shares of common stock, valued at $52,500, as part of the note agreement. The proceeds of the note were
allocated between the principal and the market value of the stock resulting in the Company recording a discount on the debt of
$25,610. This amount is being amortized over the life of the promissory note.

NOTE 3 - STOCKHOLDERS' EQUITY



During the quarter ended August 31,
2014, the Company issued 1,300,000 shares of common stock for cash in the amount of $65,000.







Table of Contents7







MUSIC OF YOUR LIFE, INC.

Notes to the Financial Statements

August 31, 2014

(Unaudited)



NOTE 4 - GOING CONCERN



The Company's financial statements have
been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. For the three months ended August 31, 2014 the Company has a net loss of $114,604, and an accumulated
deficit of $892,141 as of August 31, 2014. These factors raise substantial doubt about the Company's ability to continue as a going
concern. Management continues to actively seek additional sources of capital to fund current and future operations. There is no
assurance that the Company will be successful in continuing to raise additional capital and establish its business model. These
unaudited financial statements do not include any adjustments that might result from the outcome of these uncertainties.



NOTE 5 – SUBSEQUENT EVENTS



The Company has evaluated subsequent events
for the period of August 31, 2014 through the date the financial statements were issued, and concluded there were no other events
or transactions occurring during this period that required recognition or disclosure in its financial statements.





























































Table of Contents8





Item 2.     Management’s
Discussion and Analysis of Financial Condition and Results of Operation



The following discussion contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the
forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes
that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that
the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed
in this report.



BUSINESS OVERVIEW



We are a multi-media entertainment
company which currently produces live radio programming 24 hours a day, syndicated to radio stations around the country. The network
is also heard streaming across the Internet using the Registered Trademark, iRadio®. Music of Your Life® has been on the
air since 1978, making it the longest running syndicated music radio network in the world. Our principal sources of revenues result
from selling advertising on the Company’s terrestrial and Internet radio network. Expenses which comprise the costs of goods
sold include licensing agreements, and royalties, as well as operational and staffing costs related to the management of the Company’s
syndicated network. General and administrative expenses have been comprised of administrative wages and benefits; occupancy and
office expenses; outside legal, accounting and other professional fees; travel and other miscellaneous office and administrative
expenses. Selling and marketing expenses include selling/marketing wages and benefits, advertising and promotional expenses, as
well as travel and other miscellaneous related expenses.



Because we have incurred
losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our
uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during
the coming year.



RESULTS OF OPERATION



Following is management’s
discussion of the relevant items affecting results of operations for the three months ended August 31, 2014 and 2013.



Revenues. The Company
generated net revenues of $1,918 during the three months ended August 31, 2014 compared to $208 during the three months ended August
31, 2013. Revenues were generated from spot sales, digital sales and subscription based sales from the live radio programming through
radio stations around the country.



Cost of Sales. Our
cost of sales for the three months ended August 31, 2014 and 2013 was $-0-. Our cost of sales in the future will consist principally
of licensing costs and royalties associated with our syndicated radio network, other related services provided directly or outsourced
through our affiliates, as well as operational and staffing costs with respect thereto.



Salaries and Consulting
Expenses. Salaries and consulting expenses for the three months ended August 31, 2014 were $36,500 compared to $33,500 during
the three months ended August 31, 2013. We expect that salaries and consulting expenses, that are cash- instead of share-based,
will increase as we add personnel to build our multi-media entertainment business.



Professional Fees.
Professional fees for the three months ended August 31, 2014 were $8,381 compared to $7,425 during the three months ended August
31, 2013. We anticipate that professional fees will increase in future periods as we scale up our operations.



Selling, General and
Administrative Expenses. Selling, general and administrative expenses for the three months ended August 31, 2014 were $18,265
compared to $18,951 for the three months ended August 31, 2013. We anticipate that SG&A expenses will increase commensurate
with an increase in our operations.

Table of Contents9







Other Income (Expense).
The Company had net other expense of $53,376 for the three months ended August 31, 2014 compared to $18,800 for the three months
ended August 31, 2013. Other expenses incurred were comprised of interest expenses related to notes payable. During the three months
ended August 31, 2014, the Company recorded a loss on the change in fair value of derivative liability in the amount of $12,452
and the amortization of debt discount in the amount of $13,833.



LIQUIDITY AND CAPITAL RESOURCES



As of August 31, 2014,
our primary source of liquidity consisted of $75,046 in cash and cash equivalents. We hold most of our cash reserves in local checking
accounts with local financial institutions. Since inception, we have financed our operations through a combination of short and
long-term loans, and through the private placement of our common stock.



We have sustained significant
net losses which have resulted in an accumulated deficit at August 31, 2014 of $892,141 and are currently experiencing a substantial
shortfall in operating capital which raises doubt about our ability to continue as a going concern. We generated a net loss for
the three months ended August 31, 2014 of $114,604. As a result of the merger with MYL Nevada in May 2013, we have experienced
an increase in revenues and operational activity. Nevertheless, without additional revenues, working capital loans, or equity investment,
there is substantial doubt as to our ability to continue operations.



We believe these conditions
have resulted from the inherent risks associated with small public companies. Such risks include, but are not limited to, the ability
to (i) generate revenues and sales of our products and services at levels sufficient to cover our costs and provide a return for
investors, (ii) attract additional capital in order to finance growth, and (iii) successfully compete with other comparable companies
having financial, production and marketing resources significantly greater than those of the Company.



We believe that our capital
resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary
to expand our multi-media entertainment business. We will likely require considerable amounts of financing to make any significant
advancement in our business strategy. There is presently no agreement in place that will guarantee financing for our Company, and
we cannot assure you that we will be able to raise any additional funds, or that such funds will be available on acceptable terms.
Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional
funds will materially affect our Company and our business, and may cause us to substantially curtail or even cease operations.
Consequently, you could incur a loss of your entire investment in the Company.



CRITICAL ACCOUNTING PRONOUNCEMENTS



Our financial statements and related
public financial information are based on the application of generally accepted accounting principles in the United States (“GAAP”).
GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information
contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our
use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We
base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor
significant estimates made during the preparation of our financial statements.



Our significant accounting policies
are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition
and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies
that have the most significant impact on our financial statements and require management to use a greater degree of judgment and
estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances,
it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of
operations, financial position or liquidity for the periods presented in this report.



Table of Contents10







Revenue Recognition



We recognize revenue on arrangements
in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when
the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability
of the resulting receivable is reasonably assured.



RECENT ACCOUNTING PRONOUNCEMENTS



We have reviewed accounting pronouncements
issued during the past two years and have adopted any that are applicable to the Company. We have determined that none had a material
impact on our financial position, results of operations, or cash flows for the three months ended August 31, 2014.



OFF-BALANCE SHEET ARRANGEMENTS



We do not have any off-balance sheet
arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose
entities” (“SPE”s).



Item 3.    Quantitative
and Qualitative Disclosures about Market Risks



Not applicable because we are a smaller
reporting company.



Item 4.    Controls
and Procedures



Evaluation of Disclosure Controls
and Procedures



Pursuant to Rule 13a-15(b) under the
Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of
the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e)
under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO
and CFO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required
to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely
decisions regarding required disclosure as a result of continuing material weaknesses in its internal control over financial reporting.



As disclosed in the Company’s
Annual Report on Form 10-K for the year ended May 31, 2014, during the assessment of the effectiveness of internal control over
financial reporting as of May 31, 2014, our management identified material weaknesses related to the lack of requisite U.S. GAAP
expertise of our CFO. Additionally, we do not have an independent audit committee. This lack of expertise to prepare, evaluate
and review our financial statements in accordance with U.S. GAAP constitutes a material weakness in our internal control over financial
reporting. Until such time as we hire the proper internal accounting staff with the requisite U.S. GAAP experience, and we
appoint qualified independent directors to the Board of Directors and audit committee, it is unlikely we will be able to remediate
the material weakness in our internal control over financial reporting.



Changes in Internal Controls Over
Financial Reporting



There have been no changes in the Company's
internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.





PART II - OTHER INFORMATION



Item 1.    Legal
Proceedings.



Currently we are not aware of any litigation
pending or threatened by or against the Company.

Table of Contents11







Item 1A. Risk Factors



Not applicable because we are a smaller
reporting company.



Item 2.    Unregistered
Sales of Equity Securities and Use of Proceeds



None.



Item 3.    Defaults
Upon Senior Securities.



None.



Item 4.    Mine
Safety Disclosures



Not Applicable.



Item 5.    Other
Information.



None.



Item 6.    Exhibits.



|Exhibit No. |  | Description                                                                                            
|----------- |  | -------------------------------------------------------------------------------------------------------
|31.1        |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1        |  | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|            |  |                                                                                                        
|            |  |                                                                                                        



---





SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.



|                       | MUSIC OF YOUR LIFE, INC.
|---------------------- | ------------------------
|                       |                         
|Date: October 15, 2014 | By:                     
|                       |                         
|                       |                         
|                       |                         
|                       |                         





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